UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-18706

Black Box Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		95-3086563 (I.R.S. Employer Identification No.)
1000 Park Drive, Lawrence, Pennsylvania		15055
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 724-746-5500

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

As of February 4, 2011, there were 17,763,686 shares of common stock, par value $.001 (the “common stock”), outstanding.

BLACK BOX CORPORATION
FOR THE QUARTER ENDED JANUARY 1, 2011
INDEX

				Page
PART I. FINANCIAL INFORMATION
Item 1.		Financial Statements.
		Consolidated Balance Sheets.			3
		Consolidated Statements of Income.			4
		Consolidated Statements of Cash Flows.			5
		Notes to the Consolidated Financial Statements.			6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.			19
Item 3.		Quantitative and Qualitative Disclosures about Market Risk.			31
Item 4.		Controls and Procedures.			32
PART II. OTHER INFORMATION
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds.			33
Item 6.		Exhibits.			34
SIGNATURE					35
EXHIBIT INDEX					36
EX-10.1
EX-10.2
EX-21.1
EX-31.1
EX-31.2
EX-32.1

PART I – FINANCIAL INFORMATION

		Item 1. Financial Statements.

CONSOLIDATED BALANCE SHEETS

		January 1, 2011
In thousands, except par value		(Unaudited)				March 31, 2010*
Assets
Cash and cash equivalents		$	27,960			$	20,885
Accounts receivable, net of allowance for doubtful accounts of $7,623 and $9,505			154,557				141,211
Inventories, net			54,565				51,507
Costs/estimated earnings in excess of billings on uncompleted contracts			111,234				86,086
Prepaid and other current assets			27,140				28,090
Total current assets			375,456				327,779
Property, plant and equipment, net			22,210				23,568
Goodwill			646,620				641,965
Intangibles
Customer relationships, net			90,829				93,619
Other intangibles, net			29,295				30,374
Other assets			10,304				8,059
Total assets		$	1,174,714			$	1,125,364
Liabilities
Accounts payable		$	76,547			$	66,934
Accrued compensation and benefits			32,919				33,260
Deferred revenue			35,402				34,876
Billings in excess of costs/estimated earnings on uncompleted contracts			20,018				14,839
Income taxes			11,030				9,487
Other liabilities			39,884				41,798
Total current liabilities			215,800				201,194
Long-term debt			198,452				210,873
Other liabilities			17,524				23,303
Total liabilities		$	431,776			$	435,370
Stockholders’ equity
Preferred stock authorized 5,000, par value $1.00, none issued		$	—			$	—
Common stock authorized 100,000, par value $.001, 17,764 and 17,548 shares outstanding			25				25
Additional paid-in capital			463,494				451,778
Retained earnings			588,740				551,315
Accumulated other comprehensive income			14,257				9,971
Treasury stock, at cost 7,643 and 7,626 shares			(323,578	)			(323,095	)
Total stockholders’ equity		$	742,938			$	689,994
Total liabilities and stockholders’ equity		$	1,174,714			$	1,125,364

CONSOLIDATED STATEMENTS OF INCOME

 

		Three (3) months ended								Nine (9) months ended
		January 1 and December 26,								January 1 and December 26,
In thousands, except per share amounts		2011				2009				2011				2009
Revenues
Hotline products		$	49,545			$	47,012			$	142,009			$	134,805
On-Site services			227,134				206,373				671,190				585,705
Total			276,679				253,385				813,199				720,510
Cost of sales
Hotline products			26,987				24,406				76,823				70,267
On-Site services			159,040				142,150				465,990				398,727
Total			186,027				166,556				542,813				468,994
Gross profit			90,652				86,829				270,386				251,516
Selling, general & administrative expenses			64,296				64,198				191,450				192,596
Intangibles amortization			2,901				3,108				9,061				9,303
Operating income			23,455				19,523				69,875				49,617
Interest expense (income), net			1,028				1,852				4,460				6,592
Other expenses (income), net			(11	)			40				(76	)			(187	)
Income before provision for income taxes			22,438				17,631				65,491				43,212
Provision for income taxes			8,528				6,612				24,887				16,205
Net income		$	13,910			$	11,019			$	40,604			$	27,007
Earnings per common share
Basic		$	0.79			$	0.63			$	2.31			$	1.54
Diluted		$	0.78			$	0.63			$	2.30			$	1.54
Weighted-average common shares outstanding
Basic			17,703				17,548				17,611				17,545
Diluted			17,940				17,561				17,675				17,545
Dividends per share		$	0.06			$	0.06			$	0.18			$	0.18

See Notes to the Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Nine (9) months ended
		January 1 and December 26,
In thousands		2011				2009
Operating Activities
Net income		$	40,604			$	27,007
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Intangibles amortization and depreciation			13,672				15,097
Loss (gain) on sale of property			(67	)			10
Deferred taxes			5,579				1,197
Tax impact from equity awards			995				766
Stock compensation expense			7,999				5,022
Change in fair value of interest-rate swaps			(1,920	)			(126	)
Changes in operating assets and liabilities (net of acquisitions):
Accounts receivable, net			(9,161	)			11,568
Inventories, net			(2,320	)			3,617
Costs/estimated earnings in excess of billings on uncompleted contracts			(25,012	)			(22,623	)
All other current assets excluding deferred tax asset			(972	)			6,037
Billings in excess of costs/estimated earnings on uncompleted contracts			4,723				(3,704	)
Liabilities exclusive of long-term debt			1,952				(1,735	)
Net cash provided by (used for) operating activities		$	36,072			$	42,133
Investing Activities
Capital expenditures			(2,906	)			(1,573	)
Capital disposals			98				132
Acquisition of businesses (payments)/recoveries (see Note 9)			(12,811	)			(10,687	)
Prior merger-related (payments)/recoveries (see Note 9)			(1,829	)			(7,738	)
Net cash provided by (used for) investing activities		$	(17,448	)		$	(19,866	)
Financing Activities
Proceeds from borrowings		$	174,815			$	130,890
Repayment of borrowings			(187,636	)			(145,298	)
Deferred financing costs			(700	)			—
Purchase of treasury stock			(483	)			—
Proceeds from the exercise of stock options			4,712				—
Payment of dividends			(3,166	)			(3,157	)
Net cash provided by (used for) financing activities			(12,458	)			(17,565	)
Foreign currency exchange impact on cash		$	909			$	634
Increase / (decrease) in cash and cash equivalents		$	7,075			$	5,336
Cash and cash equivalents at beginning of period		$	20,885			$	23,720
Cash and cash equivalents at end of period		$	27,960			$	29,056
Supplemental Cash Flow:
Cash paid for interest		$	6,460			$	7,198
Cash paid for income taxes			17,040				11,618
Non-cash financing activities:
Dividends payable			1,066				1,053
Capital leases			121				4

See Notes to the Consolidated Financial Statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1: Business and Basis of Presentation

Business

Black Box Corporation (“Black Box” or the “Company”) is a leading dedicated network infrastructure services provider. Black Box offers one-source network infrastructure services for communications systems. The Company’s services offerings include design, installation, integration, monitoring and maintenance of voice, data and integrated communications systems. The Company’s primary services offering is voice solutions (“Voice Services”); the Company also offers premise cabling and other data-related services (“Data Services”) and products. The Company provides 24/7/365 technical support for all of its solutions which encompass all major voice and data product manufacturers as well as 118,000 network infrastructure products (“Hotline products”) that it sells through its catalog and Internet Web site (such catalog and Internet Web site business, together with technical support for such business, being referred to as “Hotline Services”) and its Voice Services and Data Services (collectively referred to as “On-Site services”) offices. As of January 1, 2011, the Company had more than 3,000 professional technical experts in 195 offices serving more than 175,000 clients in 141 countries throughout the world. Founded in 1976, Black Box, a Delaware corporation, operates subsidiaries on five continents and is headquartered near Pittsburgh in Lawrence, Pennsylvania.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Black Box have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The Company believes that these consolidated financial statements reflect all normal, recurring adjustments needed to present fairly the Company’s results for the interim periods presented. The results as of and for interim periods may not be indicative of the results of operations for any other interim period or for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) for the fiscal year ended March 31, 2010 (the “Form 10-K”).

The Company’s fiscal year ends on March 31. The fiscal quarters consist of 13 weeks and end on the Saturday generally nearest each calendar quarter end, adjusted to provide relatively equivalent business days for each fiscal quarter. The actual ending dates for the periods presented in these Notes to the Consolidated Financial Statements as of December 31, 2010 and 2009 were January 1, 2011 and December 26, 2009. References herein to “Fiscal Year” or “Fiscal” mean the Company’s fiscal year ended March 31 for the year referenced. All references to dollar amounts herein are presented in thousands, except per share amounts, unless otherwise noted.

The consolidated financial statements include the accounts of the Company, which is the parent company, and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires Company management (“Management”) to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these financial statements include project progress towards completion to estimated budget, allowances for doubtful accounts receivable, sales returns, net realizable value of inventories, loss contingencies, warranty reserves, intangible assets and goodwill. Actual results could differ from those estimates. Management believes the estimates made are reasonable. The Company assessed events subsequent to December 31, 2010 for potential recognition and disclosure in the consolidated financial statements. No events have occurred that would require adjustment to or disclosure in the consolidated financial statements.

Note 2: Significant Accounting Policies / Recent Accounting Pronouncements

Significant Accounting Policies

The significant accounting policies used in the preparation of the Company’s consolidated financial statements are disclosed in Note 2 of the Notes to the Consolidated Financial Statements within the Form 10-K. No additional significant accounting policies have been adopted during Fiscal 2011.

Recent Accounting Pronouncements

There have been no accounting pronouncements adopted during Fiscal 2011 that had a material impact on the Company’s consolidated financial statements. There have been no new accounting pronouncements issued during Fiscal 2011 but not yet adopted that are expected to have a material impact on the Company’s consolidated financial statements. During Fiscal 2011, the Company evaluated the impact of certain new accounting pronouncements that were disclosed in the Form 10-K but had not yet been adopted or evaluated by the Company. The Company’s evaluation of such new accounting pronouncements is set forth below.

Revenue Arrangements with Multiple Deliverables

In October 2009, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Codification (“ASC”) Update 2009-13, “Multiple-Deliverable Revenue Arrangements” (“ASC Update 2009-13”). ASC Update 2009-13 provides amendments to the criteria in Subtopic 605-24 for separating consideration in multiple-deliverable revenue arrangements. It establishes a hierarchy of selling prices to determine the selling price of each specific deliverable which includes vendor-specific objective evidence (if available), third-party evidence (if vendor-specific evidence is not available) or estimated selling price if neither of the first two is available. ASC Update 2009-13 also eliminates the residual method for allocating revenue between the elements of an arrangement and requires that arrangement consideration be allocated at the inception of the arrangement. Finally, ASC Update 2009-13 expands the disclosure requirements regarding a vendor’s multiple-deliverable revenue arrangements. ASC Update 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. This guidance does not apply to the Company.

Certain Revenue Arrangements That Include Software Elements

In October 2009, the FASB issued ASC Update 2009-14, “Certain Revenue Arrangements That Include Software Elements” (“ASC Update 2009-14”). ASC Update 2009-14 amends existing guidance to exclude tangible products that include software and non-software components that function together to deliver the product’s essential functionality. ASC Update 2009-14 shall be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Earlier application is permitted as of the beginning of a company’s fiscal year provided the company has not previously issued financial statements for any period within that year. An entity shall not elect early application of ASC Update 2009-14 unless it also elects early application of ASC Update 2009-13. The adoption of ASC Update 2009-14, as of April 1, 2011, will not have a material impact on the Company’s consolidated financial statements.

Note 3: Inventories

The Company’s inventories consist of the following:

		December 31, 2010				March 31, 2010
Raw materials		$	1,335			$	1,545
Finished goods			73,382				69,952
Subtotal		$	74,717			$	71,497
Excess and obsolete inventory reserves			(20,152	)			(19,990	)
Inventory, net		$	54,565			$	51,507

Note 4: Goodwill

The following table summarizes changes to Goodwill at the Company’s reportable segments for the periods presented:

		North
		America				Europe				All Other				Total
Balance at March 31, 2010		$	571,867			$	67,913			$	2,185			$	641,965
Currency translation			(2	)			1,497				86				1,581
Current period acquisitions (see Note 9)			3,155				—				—				3,155
Prior period acquisitions (see Note 9)			(81	)			—				—				(81	)
Balance at December 31, 2010		$	574,939			$	69,410			$	2,271			$	646,620

The Company conducted its annual goodwill impairment assessment during the third quarter of Fiscal 2011 using data as of October 2, 2010. The following table reconciles the carrying value of goodwill, as of October 2, 2010, for the Company’s reportable segments as reported in its consolidated financial statements, to the carrying value of goodwill by reporting unit which is used for the annual goodwill impairment assessment:

		North								All
		America				Europe				Other				Total
Goodwill (as reported in financial statements)			571,673				70,515				2,228				644,416
Adjustment			(30,370	)			27,333				3,037				—
Goodwill (for annual impairment assessment) 1			541,303				97,848				5,265				644,416

The results of the Company’s annual goodwill impairment assessment conducted during the third quarter of Fiscal 2011 indicate that goodwill is not impaired in any of the Company’s reporting units. The following table summarizes the estimated fair value of the reporting unit, the net book value of the reporting unit and the surplus of the estimated fair value of the reporting unit over the net book value of the reporting unit as of October 2, 2010:

		North								All
		America				Europe				Other				Total
Estimated fair value of the reporting unit			716,924				126,140				62,601				905,665
Net book value of the reporting unit			584,718				116,108				24,754				725,580
Surplus			132,206				10,032				37,847				180,085

As previously disclosed, the Company uses an income approach to derive a present value of the reporting unit’s projected future annual cash flows and the present residual value of the reporting unit. The Company uses a variety of underlying assumptions to estimate these future cash flows, which vary for each of the reporting units and include (i) future revenue growth rates, (ii) future operating profitability, (iii) the weighted-average cost of capital and (iv) a terminal growth rate. To illustrate the sensitivity of the discounted future cash flows, an instantaneous 100 basis point increase in the weighted-average cost of capital, which, holding all other assumptions constant, would be material to the estimated fair value of the reporting unit, would produce a decrease in the fair value of the reporting units by $110,030, $13,810 and $5,461 for North America, Europe and All Other, respectively.

Since October 2, 2010, the Company’s stock market capitalization has generally been lower than its net book value. Each of the Company’s reporting units continues to operate profitably and generate significant cash flow from operations, and the Company expects that each will continue to do so in Fiscal 2011 and beyond. The Company also believes that a reasonable potential buyer would offer a control premium for the business that would adequately cover the difference between the recent stock trading prices and the book value.

Future events that could result in an interim assessment of goodwill impairment and/or an impairment loss include, but are not limited to, (i) significant underperformance relative to historical or projected future operating results, (ii) significant changes in the manner of or use of the assets or the strategy for the Company’s overall business, (iii) significant negative industry or economic trends, (iv) a further decline in market capitalization below book value and (v) a modification to the Company’s reporting segments. Management is currently considering alternative reporting segments for the purpose of making operational decisions and assessing financial performance. This contemplated change in reporting segments would affect the reporting units currently being used in the Company’s annual goodwill impairment assessment. Any such change could result in an impairment charge which could have a material adverse effect on the results of operations for the period in which the impairment occurs.

Note 5: Intangible Assets

The following table summarizes the gross carrying amount, accumulated amortization and net carrying amount by intangible asset class for the periods presented:

		December 31, 2010												March 31, 2010
		Gross								Net				Gross								Net
		Carrying				Accum.				Carrying				Carrying				Accum.				Carrying
		Amount				Amort.				Amount				Amount				Amort.				Amount
Definite-lived
Non-compete agreements		$	10,572			$	9,016			$	1,556			$	10,391			$	8,193			$	2,198
Customer relationships			123,265				32,436				90,829				118,209				24,590				93,619
Acquired backlog			17,349				17,349				—				17,349				16,912				437
Total		$	151,186			$	58,801			$	92,385			$	145,949			$	49,695			$	96,254
Indefinite-lived
Trademarks			35,992				8,253				27,739				35,992				8,253				27,739
Total		$	187,178			$	67,054			$	120,124			$	181,941			$	57,948			$	123,993

The Company’s indefinite-lived intangible assets consist solely of the Company’s trademark portfolio. The Company’s definite-lived intangible assets are comprised of employee non-compete agreements, customer relationships and backlog obtained through business acquisitions.

The following table summarizes the changes to carrying amounts of intangible assets for the periods presented:

						Non-Competes				Customer
		Trademarks				and Backlog				Relationships				Total
Balance at March 31, 2010		$	27,739			$	2,635			$	93,619			$	123,993
Amortization expense			—				(1,215	)			(7,846	)			(9,061	)
Currency translation			—				10				—				10
Current period acquisitions (see Note 9)			—				126				5,056				5,182
Balance at December 31, 2010		$	27,739			$	1,556			$	90,829			$	120,124

Intangibles amortization was $2,901 and $3,108 for the three (3) months ended December 31, 2010 and 2009, respectively, and $9,061 and $9,303 for the nine (9) months ended December 31, 2010 and 2009, respectively. The Company acquired definite-lived intangibles from the completion of several acquisitions during Fiscal 2011 and 2010.

The following table details the estimated intangibles amortization expense for the remainder of Fiscal 2011, each of the succeeding four (4) fiscal years and the periods thereafter. These estimates are based on the carrying amounts of intangible assets as of December 31, 2010 that are provisional measurements of fair value and are subject to change pending the outcome of purchase accounting related to certain acquisitions:

Fiscal
2011		$	2,941
2012			11,495
2013			10,517
2014			9,336
2015			8,197
Thereafter			49,899
Total		$	92,385

Note 6: Indebtedness

The Company’s long-term debt consists of the following:

		December 31, 2010				March 31, 2010
Revolving credit agreement		$	197,815			$	209,860
Capital lease obligations			1,334				1,967
Other			151				7
Total debt		$	199,300			$	211,834
Less: current portion (included in Other liabilities)			(848	)			(961	)
Long-term debt		$	198,452			$	210,873

Revolving Credit Agreement

On January 30, 2008, the Company entered into a Third Amended and Restated Credit Agreement dated as of January 30, 2008 with Citizens Bank of Pennsylvania, as agent, and a group of lenders and, on October 8, 2010, the Company entered into the First Amendment to Credit Agreement primarily to permit the Company to make certain joint venture investments (as amended, the “Credit Agreement”). The Credit Agreement expires on January 30, 2013. Borrowings under the Credit Agreement are permitted up to a maximum amount of $350,000, which includes up to $20,000 of swing-line loans and $25,000 of letters of credit. The Credit Agreement may be increased by the Company up to an additional $100,000 with the approval of the lenders and may be unilaterally and permanently reduced by the Company to not less than the then outstanding amount of all borrowings. Interest on outstanding indebtedness under the Credit Agreement accrues, at the Company’s option, at a rate based on either: (a) the greater of (i) the prime rate per annum of the agent then in effect and (ii) 0.50% plus the rate per annum announced by the Federal Reserve Bank of New York as being the weighted-average of the rates on overnight Federal funds transactions arranged by Federal funds brokers on the previous trading day or (b) a rate per annum equal to the LIBOR rate plus 0.50% to 1.125% (determined by a leverage ratio based on the Company’s consolidated Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”)). The Credit Agreement requires the Company to maintain compliance with certain non-financial and financial covenants such as leverage and fixed-charge coverage ratios. As of December 31, 2010, the Company was in compliance with all financial covenants under the Credit Agreement.

The maximum amount of debt outstanding under the Credit Agreement, the weighted-average balance outstanding under the Credit Agreement and the weighted-average interest rate on all outstanding debt for the three (3) months ended December 31, 2010 was $222,000, $212,871 and 1.2%, respectively, compared to $255,725, $244,475 and 1.2%, respectively, for the three (3) months ended December 31, 2009. The maximum amount of debt outstanding under the Credit Agreement, the weighted-average balance outstanding under the Credit Agreement and the weighted-average interest rate on all outstanding debt for the nine (9) months ended December 31, 2010 was $237,255, $219,389 and 1.3%, respectively, compared to $261,750, $247,550 and 1.4%, respectively, for the nine (9) months ended December 31, 2009.

Capital lease obligations

The capital lease obligations are primarily for equipment. The lease agreements have remaining terms ranging from less than one (1) year to five (5) years with interest rates ranging from 4.5% to 12.3%.

Other

Other debt is comprised of other third-party, non-employee loans.

Unused available borrowings

As of December 31, 2010, the Company had $4,565 outstanding in letters of credit and $147,620 in unused commitments under the Credit Agreement.

Note 7: Derivative Instruments and Hedging Activities

The Company is exposed to certain market risks, including the effect of changes in foreign currency exchange rates and interest rates. The Company uses derivative instruments to manage financial exposures that occur in the normal course of business. It does not hold or issue derivatives for speculative trading purposes. The Company is exposed to non-performance risk from the counterparties in its derivative instruments. This risk would be limited to any unrealized gains on current positions. To help mitigate this risk, the Company transacts only with counterparties that are rated as investment grade or higher and all counterparties are monitored on a continuous basis. The fair value of the Company’s derivatives reflects this credit risk.

Foreign Currency Contracts

The Company enters into foreign currency contracts to hedge exposure to variability in expected fluctuations in foreign currencies. Foreign currency assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the year-end date. Adjustments resulting from these translations are recorded in Accumulated Other Comprehensive Income (“AOCI”) within the Company’s Consolidated Balance Sheets and will be included in income upon sale or liquidation of the foreign investment. As of December 31, 2010, the Company had open contracts in Australian and Canadian dollars, Danish krone, Euros, Mexican pesos, Norwegian kroner, British pounds sterling, Swedish krona, Swiss francs and Japanese yen which have been designated as cash flow hedges. These contracts had a notional amount of $70,490 and will expire within seven (7) months. There was no hedge ineffectiveness for the three (3) and nine (9) months ended December 31, 2010 and 2009, respectively.

Interest-rate Swaps

On July 26, 2006, the Company entered into a five-year floating-to-fixed interest-rate swap that is based on a 3-month LIBOR rate versus a 5.44% fixed rate, has a notional value of $100,000 (which reduced to $50,000 as of June 26, 2009) and does not qualify for hedge accounting. On June 15, 2009, the Company entered into a three-year floating-to-fixed interest-rate swap that is based on a 3-month LIBOR rate versus a 2.28% fixed rate, has a notional value of $100,000 reducing to $50,000 after two (2) years and does not qualify for hedge accounting. Each interest-rate swap discussed above is collectively hereinafter referred to as the “interest-rate swaps.”

The following tables detail the effect of derivative instruments on the Company’s Consolidated Balance Sheets and Consolidated Statements of Income for the periods presented:

				Asset Derivatives								Liability Derivatives
				December 31,				March 31,				December 31,				March 31,
		Classification		2010				2010				2010				2010
Derivatives designated as hedging instruments
Foreign currency contracts		Other liabilities (short-term)		$	—			$	—			$	933			$	3,130
Foreign currency contracts		Prepaid and other current assets		$	2,267			$	514			$	—			$	—
Derivatives not designated as hedging instruments
Interest-rate swaps		Other liabilities (short-term)		$	—			$	—			$	3,351			$	5,271

				Three (3) months ended								Nine (9) months ended
				December 31								December 31
		Classification		2010				2009				2010				2009
Derivatives designated as hedging instruments
Gain (loss) recognized in Comprehensive income on (effective portion) – net of taxes		Other comprehensive income		$	360			$	(41	)		$	(92	)		$	(619	)
(Gain) loss reclassified from AOCI into income (effective portion) – net of taxes		Selling, general & administrative expenses		$	89			$	92			$	407			$	282

				Three (3) months ended								Nine (9) months ended
				December 31								December 31
		Classification		2010				2009				2010				2009
Derivatives not designated as hedging instruments
Gain (loss) recognized in income		Interest expense (income), net		$	1,074			$	303			$	1,920			$	126

Note 8: Fair Value Disclosures

Recurring fair value measurements

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2010, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

		Assets at Fair Value as of
		December 31, 2010
		Level 1				Level 2				Level 3				Total
Foreign currency contracts		$	—			$	2,267			$	—			$	2,267

		Liabilities at Fair Value as of
		December 31, 2010
		Level 1				Level 2				Level 3				Total
Foreign currency contracts		$	—			$	933			$	—			$	933
Interest-rate swaps			—				3,351				—				3,351
Total		$	—			$	4,284			$	—			$	4,284

Non-recurring fair value measurements

The Company’s assets and liabilities that are measured at fair value on a non-recurring basis include non-financial assets and liabilities initially measured at fair value in a business combination. As disclosed in Note 9, the Company completed an acquisition during the three (3) months ended December 31, 2010 which included operating assets, liabilities and certain intangible assets. The Company utilized level 2 and level 3 inputs to measure the fair value of these items.

Note 9: Acquisitions

Fiscal 2011 acquisitions

During the third quarter of Fiscal 2011, the Company acquired LOGOS Communications Systems, Inc. (“Logos”), a privately-held company headquartered in Westlake, OH. Logos has an active customer base which includes commercial, education and various local government agency accounts.

Also during the third quarter of Fiscal 2011, the Company acquired a non-controlling interest in Genesis Networks Integration Services, LLC, a new joint venture company which was formed in conjunction with Genesis Networks Enterprises, LLC (“Genesis”). This new joint venture company, based on Genesis’ existing Networks Integration Services Division, strengthens and enhances Genesis’ ability to deliver and support voice and data communications solutions to its enterprise customers.

The Company believes that Genesis Networks Integration Services, LLC is a variable interest entity. However, the Company is not the primary beneficiary and thus it will account for its non-controlling interest under the equity method. The non-controlling interest is recorded as a long-term asset in Other assets within the Company’s Consolidated Balance Sheets and the net income (loss) attributable to the non-controlling interest is recorded in Other expenses (income), net within the Company’s Consolidated Statements of Income.

The acquisition of Logos and the non-controlling interest in Genesis Networks Integration Services, LLC did not have a material impact on the Company’s consolidated financial statements.

Fiscal 2010 acquisitions

During the third quarter of Fiscal 2010, the Company acquired Quanta Systems, LLC (“Quanta”), a privately-held company headquartered in Gaithersburg, MD. Quanta has an active customer base which includes various United States Department of Defense and government agency accounts.

Also, during the third quarter of Fiscal 2010, the Company acquired CBS Technologies Corp. (“CBS”), a privately-held company headquartered in Islandia, NY. CBS has an active customer base which includes commercial, education and various government agency accounts.

The acquisitions of Quanta and CBS, both individually and in the aggregate, did not have a material impact on the Company’s consolidated financial statements.

The fair values of assets acquired and liabilities assumed for Logos are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that the information available provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but additional information not yet available is necessary to finalize those fair values. Thus, the provisional measurements of fair value are subject to change. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one-year from the acquisition date.

The results of operations of Logos, Quanta and CBS are included within the Company’s Consolidated Statements of Income beginning on their respective acquisition dates.

Note 10: Income Taxes

The Company recorded income tax expense of $8,528, an effective tax rate of 38.0%, and $6,612, an effective tax rate of 37.5%, for the three (3) months ended December 31, 2010 and 2009, respectively, and $24,887, an effective tax rate of 38.0%, and $16,205, an effective tax rate of 37.5%, for the nine (9) months ended December 31, 2010 and 2009, respectively. The effective rate for the nine (9) months ended December 31, 2010 of 38.0% differs from the federal statutory rate primarily due to state income taxes, partially offset by uncertain income tax positions (including interest and penalties) and foreign earnings taxed at a lower statutory rate.

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year. Cumulative adjustments to the Company’s estimate are recorded in the interim period in which a change in the estimated annual effective rate is determined.

During the three (3) months ended December 31, 2010, the Internal Revenue Services (“IRS”) commenced an examination of the Company’s U.S. federal income tax return for Fiscal 2009. The IRS has not yet proposed any adjustment to the Company’s filing positions in connection with this examination. Upon completion of this examination, it is reasonably possible that the total amount of unrecognized benefits will change. Any adjustment to the unrecognized tax benefits would impact the effective tax rate. The Company cannot make an estimate of the impact on the effective rate for any potential adjustment at this time.

Fiscal 2008 and Fiscal 2010 remain open to examination by the IRS. Fiscal 2006 through Fiscal 2010 remain open to examination by state and foreign taxing jurisdictions.

Note 11: Stock-based Compensation

In August 2008, the Company’s stockholders approved the 2008 Long-Term Incentive Plan (the “Incentive Plan”) which replaces the 1992 Stock Option Plan, as amended, and the 1992 Director Stock Option Plan, as amended. As of December 31, 2010, the Incentive Plan is authorized to issue stock options, restricted stock units and performance shares, among other types of awards, for up to 2,583,022 shares of common stock, par value $.001 (the “common stock”).

The Company recognized stock-based compensation expense of $2,493 ($1,545 net of tax), or $0.09 per diluted share, and $1,743 ($1,089 net of tax), or $0.06 per diluted share, for the three (3) months ended December 31, 2010 and 2009, respectively, and $7,999 ($4,959 net of tax), or $0.28 per diluted share, and $5,022 ($3,139 net of tax), or $0.18 per diluted share, for the nine (9) months ended December 31, 2010 and 2009, respectively. Stock-based compensation expense is recorded in Selling, general & administrative expense within the Company’s Consolidated Statements of Income.

Stock options

Stock option awards are granted with an exercise price equal to the closing market price of the common stock on the date of grant; such stock options generally become exercisable in equal amounts over a three-year period and have a contractual life of ten (10) years from the grant date. The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model which includes the following weighted-average assumptions.

		Nine (9) months ended
		December 31
		2010				2009
Expected life (in years)			4.9				5.0
Risk free interest rate			2.3	%			2.6	%
Annual forfeiture rate			2.1	%			2.2	%
Volatility			41.4	%			45.6	%
Dividend yield			0.8	%			0.9	%

The following table summarizes the Company’s stock option activity for the period presented and as of December 31, 2010:

										Weighted-
						Weighted-				Average
		Shares				Average				Remaining				Intrinsic
		(in				Exercise				Contractual				Value
		000’s)				Price				Life (Years)				(000’s)
Outstanding at March 31, 2010			3,187			$	35.66
Granted			234				32.21
Exercised			(163	)			28.84
Forfeited or expired			(199	)			42.41
Outstanding at December 31, 2010			3,059			$	35.33				5.4			$	12,155
Exercisable at December 31, 2010			2,367			$	36.68				4.6			$	6,892

The weighted-average grant-date fair value of options granted during the nine (9) months ended December 31, 2010 and 2009 was $11.69 and $12.54, respectively. The total intrinsic value of options exercised during the nine (9) months ended December 31, 2010 and 2009 was $1,035 and $0, respectively, based on the closing stock price of the common stock on December 31, 2010 of $38.29.

The following table summarizes certain information regarding the Company’s non-vested stock options for the period presented:

		Shares				Weighted-
		(in				Average Grant-
		000’s)				Date Fair Value
Non-vested at March 31, 2010			866			$	9.42
Granted			234				11.69
Forfeited			(3	)			8.56
Vested			(405	)			9.21
Non-vested at December 31, 2010			692			$	10.32

As of December 31, 2010, there was $4,173 of total unrecognized pre-tax stock-based compensation expense related to non-vested stock options which is expected to be recognized over a weighted-average period of 1.2 years.

Restricted stock units

Restricted stock unit awards are subject to a service condition and typically vest in equal amounts over a three-year period from the grant date. The fair value of restricted stock units is determined based on the number of restricted stock units granted and the closing market price of the common stock on the date of grant.

The following table summarizes the Company’s restricted stock unit activity for the period presented:

		Shares				Weighted-
		(in				Average Grant-
		000’s)				Date Fair Value
Outstanding at March 31, 2010			149			$	28.75
Granted			175				30.72
Vested			(68	)			29.28
Forfeited			(7	)			29.58
Outstanding at December 31, 2010			249			$	29.97

The total fair value of shares that vested during the nine (9) months ended December 31, 2010 and 2009 was $1,985 and $517, respectively.

As of December 31, 2010, there was $5,369 of total unrecognized pre-tax stock-based compensation expense related to non-vested restricted stock units which is expected to be recognized over a weighted-average period of 2.0 years.

Performance share awards

Performance share awards are subject to certain performance goals including the Company’s Relative Total Shareholder Return (“TSR”) Ranking and cumulative Adjusted EBITDA over a two (2) or three (3) year period. The Company’s Relative TSR Ranking metric is based on the two (2) or three (3) year cumulative return to shareholders from the change in stock price and dividends paid between the starting and ending dates. The fair value of performance share awards (subject to cumulative Adjusted EBITDA) is determined based on the number of performance shares granted and the closing market price of the common stock on the date of grant. The fair value of performance share awards (subject to the Company’s Relative TSR Ranking) is estimated on the grant date using the Monte-Carlo simulation which includes the following weighted-average assumptions.

		Nine (9) months ended
		December 31
		2010				2009
Expected Volatility			52.3	%			59.1	%
Risk free interest rate			1.4	%			1.1	%
Dividend yield			0.8	%			0.8	%

The following table summarizes the Company’s performance share award activity for the period presented:

		Shares				Weighted-
		(in				Average Grant-
		000’s)				Date Fair Value
Outstanding at March 31, 2010			100			$	33.05
Granted			79				33.24
Vested			—				—
Forfeited			—				—
Outstanding at December 31, 2010			179			$	33.13

No shares vested during the nine (9) months ended December 31, 2010.

As of December 31, 2010, there was $3,246 of total unrecognized pre-tax stock-based compensation expense related to non-vested performance share awards which is expected to be recognized over a weighted-average period of 1.3 years.

Note 12: Earnings Per Share

The following table details the computation of basic and diluted earnings per common share from continuing operations for the periods presented (share numbers in thousands):

		Three (3) months ended								Nine (9) months ended
		December 31								December 31
		2010				2009				2010				2009
Net income		$	13,910			$	11,019			$	40,604			$	27,007
Weighted-average common shares outstanding (basic)			17,703				17,548				17,611				17,545
Effect of dilutive securities from equity awards			237				13				64				—
Weighted-average common shares outstanding (diluted)			17,940				17,561				17,675				17,545
Basic earnings per common share		$	0.79			$	0.63			$	2.31			$	1.54
Dilutive earnings per common share		$	0.78			$	0.63			$	2.30			$	1.54

The Weighted-average common shares outstanding (diluted) computation is not impacted during any period where the exercise price of a stock option is greater than the average market price. There were 1,229,978 and 3,325,772 non-dilutive equity awards outstanding for the three (3) months ended December 31, 2010 and 2009, respectively, and 1,239,231 and 3,428,447 non-dilutive equity awards outstanding for the nine (9) months ended December 31, 2010 and 2009, respectively, that are not included in the corresponding period Weighted-average common shares outstanding (diluted) computation.

Note 13: Comprehensive income and AOCI

The following table details the computation of comprehensive income for the periods presented:

		Three (3) months ended								Nine (9) months ended
		December 31								December 31
		2010				2009				2010				2009
Net income		$	13,910			$	11,019			$	40,604			$	27,007
Foreign currency translation adjustment			(2,087	)			(1,749	)			3,849				13,721
Derivative Instruments (net of tax):
Net change in fair value of cash flow hedging instruments (net of tax)			360				(41	)			(92	)			(619	)
Amounts reclassified into results of operations			89				92				407				282
Pension (net of tax):
Unrealized gain (loss)			4				1				17				(138	)
Amounts reclassified into results of operations			35				35				105				105
Other comprehensive income (loss)		$	(1,599	)		$	(1,662	)		$	4,286			$	13,351
Comprehensive income (loss)		$	12,311			$	9,357			$	44,890			$	40,358

The components of AOCI consisted of the following for the periods presented:

		December 31,				March 31,
		2010				2010
Foreign currency translation adjustment		$	17,147			$	13,298
Unrealized gains (losses) on derivatives designated and qualified as cash flow hedges			(5	)			(320	)
Unrecognized gain (losses) on defined benefit pension			(2,885	)			(3,007	)
Accumulated other comprehensive income		$	14,257			$	9,971

Note 14: Segment Reporting

Management reviews financial information for the consolidated Company accompanied by disaggregated information on revenues, operating income and assets by geographic region for the purpose of making operational decisions and assessing financial performance. Additionally, Management is presented with and reviews revenues and gross profit by service type. The accounting policies of the individual operating segments are the same as those of the Company.

The following table presents financial information about the Company’s reportable segments by geographic region for the periods presented:

		Three (3) months ended								Nine (9) months ended
		December 31								December 31
		2010				2009				2010				2009
North America
Revenues		$	239,455			$	217,124			$	710,479			$	621,635
Operating income			18,749				14,890				58,600				38,278
Depreciation			1,350				1,767				4,240				5,447
Intangibles amortization			2,890				3,098				9,028				9,270
Assets (as of December 31)			1,070,513				1,064,527				1,070,513				1,064,527
Europe
Revenues		$	27,446			$	27,190			$	75,186			$	75,248
Operating income			2,851				3,111				6,340				7,755
Depreciation			90				76				261				253
Intangibles amortization			9				9				28				30
Assets (as of December 31)			134,236				138,081				134,236				138,081
All Other
Revenues		$	9,778			$	9,071			$	27,534			$	23,627
Operating income			1,855				1,522				4,935				3,584
Depreciation			35				34				110				94
Intangibles amortization			2				1				5				3
Assets (as of December 31)			27,905				24,567				27,905				24,567

The sum of the segment revenues, operating income, depreciation and intangibles amortization equals the consolidated revenues, operating income, depreciation and intangibles amortization. The following reconciles segment assets to total consolidated assets as of December 31, 2010 and 2009:

		December 31
		2010				2009
Segment assets for North America, Europe and All Other		$	1,232,654			$	1,227,175
Corporate eliminations			(57,940	)			(62,622	)
Total consolidated assets		$	1,174,714			$	1,164,553

The following table presents financial information about the Company by service type for the periods presented:

		Three (3) months ended								Nine (9) months ended
		December 31								December 31
		2010				2009				2010				2009
Data Services
Revenues		$	62,890			$	45,342			$	170,836			$	140,680
Gross profit			15,427				12,078				43,853				38,167
Voice Services
Revenues		$	164,244			$	161,031			$	500,354			$	445,025
Gross profit			52,667				52,145				161,347				148,811
Hotline Services
Revenues		$	49,545			$	47,012			$	142,009			$	134,805
Gross profit			22,558				22,606				65,186				64,538

The sum of service type revenues and gross profit equals consolidated revenues and gross profit.

Note 15: Commitments and Contingencies

Regulatory Matters

As previously disclosed, the Company received a subpoena, dated December 8, 2004, from the United States General Services Administration (“GSA”), Office of Inspector General. The subpoena requires production of documents and information. The Company understands that the materials are being sought in connection with an investigation regarding potential violations of the terms of a GSA Multiple Award Schedule contract. On October 2, 2007, the Company was contacted by the United States Department of Justice which informed the Company that it was reviewing allegations by the GSA that certain of the Company’s pricing practices under a GSA Multiple Award Schedule contract violated the Civil False Claims Act. The Company has executed an agreement with the United States tolling the statute of limitations on any action by the United States through July 1, 2010 in order for the parties to discuss the merits of these allegations prior to the possible commencement of any litigation by the United States. During Fiscal 2010, the Company recorded expense of $2,850 in connection with this investigation. The Company continues to work with the GSA related to this matter. At the conclusion of this matter, the Company could be subject to damages, fines, penalties or other costs, either through settlement or judgment, which could be material.

Litigation Matters

The Company is involved in, or has pending, various legal proceedings, claims, suits and complaints arising out of the normal course of business. Based on the facts currently available to the Company, Management believes these matters are adequately provided for, covered by insurance, without merit or not probable that an unfavorable outcome will result.

There has been no other significant or unusual activity during Fiscal 2011.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The discussion and analysis for the three (3) and nine (9) months ended December 31, 2010 and 2009 as set forth below in this Item 2 should be read in conjunction with the response to Part 1, Item 1 of this report and the consolidated financial statements of Black Box Corporation (“Black Box,” the “Company,” “we” or “our”), including the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) for the fiscal year ended March 31, 2010 (the “Form 10-K”). The Company’s fiscal year ends on March 31. The fiscal quarters consist of 13 weeks and generally end on the Saturday nearest each calendar quarter end, adjusted to provide relatively equivalent business days for each fiscal quarter. The actual ending dates for the periods presented as of December 31, 2010 and 2009 were January 1, 2011 and December 26, 2009, respectively. References to “Fiscal Year” or “Fiscal” mean the Company’s fiscal year ended March 31 of the year referenced. All dollar amounts are presented in thousands unless otherwise noted.

The Company

Black Box is a leading dedicated network infrastructure services provider. Black Box offers one-source network infrastructure services for communications systems. The Company’s services offerings include design, installation, integration, monitoring and maintenance of voice, data and integrated communications systems. The Company’s primary services offering is voice solutions (“Voice Services”); the Company also offers premise cabling and other data-related services (“Data Services”) and products. The Company provides 24/7/365 technical support for all of its solutions which encompass all major voice and data product manufacturers as well as 118,000 network infrastructure products (“Hotline products”) that it sells through its catalog and Internet Web site (such catalog and Internet Web site business, together with technical support for such business, being referred to as “Hotline Services”) and its Voice Services and Data Services (collectively referred to as “On-Site services”) offices. As of December 31, 2010, the Company had more than 3,000 professional technical experts in 195 offices serving more than 175,000 clients in 141 countries throughout the world. Founded in 1976, Black Box, a Delaware corporation, operates subsidiaries on five continents and is headquartered near Pittsburgh in Lawrence, Pennsylvania.

With respect to Voice Services, the Company’s revenues are primarily generated from the sale and/or installation of new voice communication systems, the maintenance of voice communication systems and moves, adds and changes (“MAC work”) as customers’ employees change locations or as customers move or remodel their physical space. The Company’s diverse portfolio of product offerings allows it to service the needs of its customers which it believes is a unique competitive advantage. With respect to the sale of new voice communication systems, most significant orders are subject to competitive bidding processes and, generally, competition can be significant for such new orders. The Company is continually bidding on new projects to replace projects that are completed. New voice communication system orders often generate a maintenance agreement to maintain the voice communication system which generally ranges from 1-3 years for commercial clients and 3-5 years for government clients. Sales of new voice communication systems and, to a lesser extent, MAC work, is dependent upon general economic growth and the Company’s customers’ capital spending. On the other hand, revenues from maintenance contracts generally are not dependent on the economy as customers seek to extend the life of their existing equipment and delay capital spending on new voice communication systems. The Company also has government contracts which generate significant revenues and are not as dependent on the overall economic environment as commercial customers. Maintenance and MAC work revenues also are dependent upon the Company’s history and relationship with its customers and its long track record of providing high-quality service.

Similarly, the Company’s revenues for Data Services are generated from the installation or upgrade of data networks and MAC work. The installation of new data networks is largely dependent upon commercial employment and building occupancy rates. Installed data networks, however, may need to be upgraded in order to provide for larger, faster networks to accommodate the growing use of network technology. Additionally, Data Services projects can include MAC work, similar to Voice Services projects, which is dependent on economic factors that are the same as those factors discussed above in relation to the Voice Services business.

There is and has been a trend toward convergence of voice and data networks. Since the Company has technical expertise in both of these areas, the Company believes that this is a competitive advantage. Both the Voice Services and Data Services businesses generate backlog. At December 31, 2010, the Company’s backlog, defined as expected revenue related to executed client purchase orders or contracts that are estimated to be complete within 180 days, was approximately $212,000 and relates primarily to Voice Services and Data Services.

The Company generates Hotline Services revenues from the sale of more than 118,000 products through its catalog, Internet Web site and the Company’s On-Site services offices. The sale of these products is a highly fragmented and competitive business. The Company has been in this business for over 30 years and has developed a reputation for providing high quality products, free 24/7/365 technical support, comprehensive warranties and rapid order fulfillment. With an average order size of less than one thousand dollars, the Company’s Hotline Services is less impacted by capital spending and more so on general IT spending. The Company’s Hotline Services business provides additional distribution and support capabilities along with access to Black Box branded products to both the Data Services and Voice Services businesses which provides cost benefits.

The Company services a variety of customers within most major industries, with the highest concentration in government, business services, technology, retail, healthcare and manufacturing. Factors that impact those verticals, therefore, could have an impact on the Company. While the Company generates most of its revenues in North America, the Company also generates revenues from around the world, primarily Europe, such that factors that impact the European market could impact the Company.

Company management (“Management”) strives to develop extensive and long-term relationships with high-quality customers as Management believes that satisfied customers will demand quality services and product offerings even in economic downturns.

Management is presented with and reviews revenues and operating income by geographical segment. In addition, revenues and gross profit information by service type are provided herein for purposes of further analysis.

The Company has completed three (3) acquisitions from April 1, 2009 through December 31, 2010 that have had an impact on the Company’s consolidated financial statements and, more specifically, North America Voice Services for the periods under review. During Fiscal 2011, the Company acquired LOGOS Communications Systems, Inc. (“Logos”). Fiscal 2010 acquisitions were (i) Quanta Systems, LLC (“Quanta”) and (ii) CBS Technologies Corp. (“CBS”). The acquisitions noted above are collectively referred to as the “Acquired Companies.” The results of operations of the Acquired Companies are included within the Company’s Consolidated Statements of Income beginning on their respective acquisition dates.

The Company incurs certain expenses (i.e., expenses incurred as a result of certain acquisitions) that it excludes when evaluating the continuing operations of the Company. The following table is included to provide a schedule of these current expenses and an estimate of these future expenses for Fiscal 2011 (by quarter) based on information available to the Company as of December 31, 2010:

		1Q11				2Q11				3Q11				4Q11				Fiscal 2011
Selling, general & administrative expenses
Asset write-up depreciation expense on acquisitions		$	—			$	—			$	—			$	—			$	—
Intangibles amortization
Amortization of intangible assets on acquisitions			3,093				3,045				2,890				2,929				11,957
Total		$	3,093			$	3,045			$	2,890			$	2,929			$	11,957

The following table is included to provide a schedule of these expenses during Fiscal 2010 (by quarter):

		1Q10				2Q10				3Q10				4Q10				Fiscal 2010
Selling, general & administrative expenses
Asset write-up depreciation expense on acquisitions		$	—			$	—			$	128			$	348			$	476
Intangibles amortization
Amortization of intangible assets on acquisitions			4,031				2,134				3,099				5,886				15,150
Total		$	4,031			$	2,134			$	3,227			$	6,234			$	15,626

The following table provides information on Revenues and Operating income by reportable geographic segment (North America, Europe and All Other). The table below should be read in conjunction with the following discussions.

		Three (3) months ended																Nine (9) months ended
		December 31																December 31
		2010								2009								2010								2009
						% of								% of								% of								% of
						total								total								total								total
		$				revenue				$				revenue				$				revenue				$				revenue
Revenues
North America		$	239,455				86.6	%		$	217,124				85.7	%		$	710,479				87.4	%		$	621,635				86.3	%
Europe			27,446				9.9	%			27,190				10.7	%			75,186				9.2	%			75,248				10.4	%
All Other			9,778				3.5	%			9,071				3.6	%			27,534				3.4	%			23,627				3.3	%
Total		$	276,679				100	%		$	253,385				100	%		$	813,199				100	%		$	720,510				100	%
Operating income
North America		$	18,749							$	14,890							$	58,600							$	38,278
% of North America revenues			7.8	%							6.9	%							8.2	%							6.2	%
Europe		$	2,851							$	3,111							$	6,340							$	7,755
% of Europe revenues			10.4	%							11.4	%							8.4	%							10.3	%
All Other		$	1,855							$	1,522							$	4,935							$	3,584
% of All Other revenues			19.0	%							16.8	%							17.9	%							15.2	%
Total		$	23,455				8.5	%		$	19,523				7.7	%		$	69,875				8.6	%		$	49,617				6.9	%